The Rebels
by Razgriz 25th inf
Summary: Inspired by roman-rain on deviantart's fanart "The Rebels". Chell and Doug escape Aperture, only to find themselves trapped in another fight for their lives, relying on each other for physical, emotional, and mental support.
1. Chapter 1

_Crunch. Crunch. Crunch. _A young brunette woman in her mid to late 20's stepped through the rubble ofa destroyed building, her blue-gray eyes filed with a mix of rage and sadness. This building held special importance to this woman. She just didn't know it entirely. She was a partial amnesiac, yet something seemed…. Familiar about this place. There was something about this building that linked to a time forgotten. She knew this though: One day her life was changed forever, at the young, young age of 13. That was 15 years ago. Her adolescence and some of her adulthood was spent in a deep underground facility, known as Aperture Laboratories. It was there her nightmare began. A similar crunching behind her drew her from her thoughts. A heavily bearded man, about in his late 30's early 40's walked up behind her.

"Problem, Chell?"

"No, no, just lost in thought is all."

"You know, I lived through that too. You can talk to me about it. I get the nightmares too."

"I know Doug. I know."

Contrary to what GLaDOS had thought, Chell was capable of speech, and Doug never really died. Getting in that stasis bed saved him, the cryogenic chemicals that froze his body healing his wounds at an accelerated rate. When Wheatley came to be in power, he accidentally released all the cryo pods. Most everyone was already dead, but not Doug. No, Doug used the opportunity of Wheatley being a bumbling idiot to slip out of Aperture, and was about 5 miles out when he hit a town. Rather, what was left of it. It had been almost completely destroyed by the Combine, the few survivors being a few members of the underground resistance. Literally underground, that was how they survived. And that was how Doug joined the Rebellion. It wasn't like he had anywhere else to go, not to mention survival had become common life as is.

Not even a day later, after being let "free" into yet another world of oppression, Chell stumbled upon the same town. Which is where she met Doug. The meeting was really one-way, what with Doug knowing who Chell was already. They sat and talked about what really happened there, Doug explaining the "behind the scenes" of Aperture. Doug explained that at 13 she had put herself in stasis to save herself when GLaDOS took over on Bring Your Daughter to Work Day. They were pretty much inseparable after that, going everywhere with each other. Turned out, as stoic as they were on the outside they were both desperate for contact of any kind that understood what had happened. They explored the town together, which lead them to the destroyed apartment. Chell didn't know it, in fact she remembered almost nothing from her childhood, short of a few snippets of memories, but she had lived here as a child. When she first made it to the town, it seemed surreal, something so unrecognizable yet familiar in some indescribable way. To see it destroyed made her feel empty, and for a day or two she fell into a deep depression, giving up for the first time in her life. She cried herself to sleep every night for a week, and then the nightmares took her. Every night she tested. Every night she screamed in terror, and she had been forced to sound proof her room so that the rest of the resistance could get some sleep. She was so afraid of sleep that she only slept if she passed out, and since then her health had taken a bit of a dive but her nights were dreamless, and thankfully silent. And also painless.

She couldn't count the times she'd kicked a hole in her wall, and had to repair it. She'd resorted to hanging a spare mattress up against her wall so she didn't hurt herself, or the wall. Since she'd taken the precautionary measures regarding sleep, while her physical health had slightly deteriorated, her psyche had gotten much better. Still, she couldn't help but let her thoughts drift to Aperture in wakefulness as well. She tried to cope with it, but to be honest it really wasn't working. That's what she had Doug for. In theory, they scoured the town for supplies but their true goal was medication for Doug's schizophrenia. It was rare, because they had already scoured what was left of the town pharmacy, but they had gotten lucky a few times in some of the more intact buildings. In truth they both needed it, not to say Chell had schizophrenia, but Doug was the only one she could really talk to, so keeping him sane was the key for her own sanity. So, she might as well be taking the pills herself. That's how desperately she needed them, and how much she was willing to risk to get them.

"Come on, talk to me. You scare me when you're silent. It either means someone, or something," A clear reference to the AI's she'd killed in her time, "Is about to die, and I'm the only one here. Forgive me, but I don't want to die. I spent 15 years avoiding death, to have it now after I got my freedom would be so anticlimactic."

Chell chuckled a bit.

"You're right Doug."

"Yes, I know I'm right. Those rebels don't call me 'The Thinker' for nothing you know."

"Oh, bragging are we?" She put a hand on her hip and a smirk played across her features. "They don't call me 'The Fighter' for nothing either."

"Touché. Now talk to me."

"I just… I know I've said this before, but…" Chell said, suddenly serious. "This seems familiar. VERY familiar. Like, seen this place every day for years familiar. To see it gone makes me…..hurt."

"I know the feeling." Said Doug. "Some Aperture employees lived in this town before the incident."

"Wait." Said Chell. "Aperture employees? Didn't you say my parents were Aperture employees?"

"Yeah, I did, didn't I?"

"Then maybe-"

"There's a key to the past here." Doug finished for her. Chell nodded, a sad, yet hopeful smile on her face. Doug couldn't help but smile back, her smile was just so…. contagious. So they sifted through the ruins of the building for about an hour, before Doug noticed that Chell wasn't moving anymore. She was kneeling on the ground, over something. As Doug got closer he noticed a tear dripping down her cheek, and it fell and splashed onto what she was looking at. It was a photograph, of a young Chell, no more than 10, flanked on both sides by two happy looking parents. _Mom and Dad._ Doug thought. Chell had a toothy smile in the photo and she looked for all intents and purposes, a happy, healthy, young 10 year

old girl. Little did she know to savor the short 3 years ahead. Little did she know everything would be taken from her. Doug kneeled down next to her and put a hand on her shoulder, and Chell turned her tear streaked face towards Doug and put it into his shoulder, and began to sob deeply. Doug stroked her hair and tried to calm her as best he could, although he was never good at the whole "emotional pillow" thing. Eventually Chell pulled away from Doug and looked at him with bright red eyes.

"I'm s-sorry for that."

"It's fine. After what you lived through, because of me no less, you deserve to be able to do that whenever you want."

"T-that's what she said." Chell said, a small laugh escaping her.

"Oh come on, really?" Doug said, grinning.

"Yes. Hey, Doug?"

"Yeah?"

"Thanks." Chell hugged him, no small amount of happiness spreading through her. _What the hell would I_ _do without you? _Chell thought to herself. What Chell didn't know was that Doug was thinking the exactsame thing.


	2. Chapter 2

Klaxons. Flashing lights. Distant gunfire. The sound of a propeller blade. All of this roused Chell from her thankfully dreamless sleep, and out of instinct she dove for the USP she kept near her bed. She grabbed it and aimed for the door, wishing she was wearing more. She was in her sleep clothes, her (begrudgingly admitted) favorite Aperture tank top, and her underwear. She wasn't worried about being raped or anything like that, even without suppression fields. The last one who tried(3 months ago) had his body unceremoniously dumped in the common room, with 2 broken arms and a bullet in his head. Chell had done it with fire in her eyes and a smoking gun in her hand, and said "Think twice." to everyone there, and sauntered off back to bed. She quickly threw on pants and grabbed the SPAS-12 she kept in her weapons locker. Oh, there was A LOT of weapons in there.

"RUUUUUUUUUUN!"

"GET, THE HELL, OUT OF HERE!"

Chell pushed past the retreating resistance members, SPAS-12 in hands and took cover behind a wall, and peeked out to see the glowing blue eyes of 2 Combine soldiers. Chell cursed to herself, knowing a SPAS-12, what with it's extremely loud shots, would pretty much be an invitation for any other soldier's bullets. She opted for stealth and the element of surprise, and threw her shotgun into the sheath on her back and drew her USP, which had a compensator, which slightly quieted the sound of a .45 caliber round, which was still pretty loud. She peeked around and got a bearing on how close the Combine were getting to her, and as soon as one was about to round the corner she jumped out, grabbed the soldier, snapped his arm, swung his body around to take the blow the other soldier was throwing, then tackled the other soldier to the ground and pistol whipped his head, and got up, planting a bullet in both their heads, just to be sure. She holstered the pistol and drew her shotgun, sprinting down the hall and flattened herself against the wall to her right. She peered around the next hallway, and she snapped her head back in a flash of fear and anger. There were 12 soldiers, engaged in a heavy firefight outside of Doug's quarters. It sounded like there were about 6 rebels holding them off. Make that 5. Chell wished she had brought her grenades, but it was too late to run back to her quarters to get them. _Let's see_ _what we can do. _Chell thought, and leapfrogged from cover to cover, slowly advancing with stealth, andwaited until she was close enough to actually USE her shotgun and, checking to make sure it was set to Semi-automatic, opened up by emptying the tubular magazine into the ranks of the Combine, and quickly dropped her SPAS-12 with her left hand and drew her USP with her right, and emptying that mag too. _8 Soldiers in one go, not bad._ Chell thought. This turned the soldier's attention to Chell's presence, opening up everything they had against her. This gave the resistance members the opening they needed and quickly downed the remaining Combine.

Doug moved up from the cover he was hiding behind, with an MP7 in his hands, and ran up to his savior. Seeing it was Chell, who was also motionless, her face ashen, and a crimson hole in her stomach, his heart rate spiked and he sprinted to her side. Thankfully, since he was a medic due to his medical skills that he was forced to learn while in Aperture, this was not going to be a "sit and cry next to your dying friend" situation. Not if he had anything to say about it. Even more so, thanks to the Combine. See, it was the Combine that brought the all-healing salve to Earth, in the form of the iconic tubes of green glowing fluidic gel. Even Doug had to admit, for as terrible as they were, the technology they had would make even GLaDOS swoon over it. It healed EVERYTHING, bullet wounds withstanding. He applied it now, twisting open the tube cap and lightly pouring it into the bullet wound, hoping to at least get Chell on her feet to somewhere where real medical care could be applied. He slid an arm into the crook of her back and his other under her knees and picked her up, carrying her away from any imminent danger. He needed her alive as much as she needed him sane. Which was a lot. Her eyes lightly fluttered open and she looked at him with greatly dilated eyes, and quietly whispered

"I…..I think this it….. for me. F-for…us….. Goodbye Doug…."


	3. Chapter 3

"Oh don't bullshit me Chell. How many times have you been shot? 600 times? Forgetting the turrets at Aperture?"

A ghost of a smile showed on Chell's face, a slight tugging at the corner of her mouth, and she fell unconscious. _She'll be fine. Right?_ Doug thought to himself, and was disconcerted to find that not even he knew that answer. He thought TOO much, and he couldn't make up in his mind if his bes-no, only friend, would live? Inside Chell's mind, things were taking a different turn. She saw a small girl, maybe 8. She was...running? Yes, running, down a road. Suddenly she trips. She can see through the eys of the girl. She looks down at her hands. They were scraped from the road. A woman in her 30's comes running up as the little girl begins to cry.

"Oh, little Chell, did you hurt yourself?" The girl nods, tears welling up in her eyes.

"Well, let's go get you fixed up huh?" The girl burrows her face in her mother's shoulder as the woman picks her up and walks away. A flash. A blinding light. Then everything was black. A few moments of painstaking, ear ringing silence. Chell's eyes lightly flicker open, and when the first thing sees is Doug she is instantly calmed. She looks around. IV needle in her arm. Blood bag and morphine drip. Hospital bed. EKG machine. She tries to sit up but screams in pain and lays back down.

"Easy there, Chell. You took a nasty shot to the stomach. Stiching you up wasn't easy, and it'll hurt a lot, even with the morphine."

"Wh-What happened?"

"You saved a lot of lives, that's what happened Chell. Also you got shot. That happened too. But the saving lives part seems more noble, so we'll stick with that. I made it up by saving you." Chell smiled at him and he couldn't help but smile back. _That damn smile..._ He thought.

"Were am i now?"

"A hospital. We had to leave the town Chell. I'm sorry, i know what i meant to you. But i DID manage to save this for you." Doug pulled out a worn photograph, the one Chell found in the apartment rubble. Tears threatened to take her eyes again and she couldn't keep them in. They streamed down her cheeks and she just barely managed to get out a strangled "Thank you". And then Chell kissed him. It was no light kiss. It was one of those "I've loved you since i met you" kind of kisses, the ones in French movies about deep love and stuff. Doug did not resist. In fact he kissed deeper, and dug his hand into Chell's hair, pulling _her_ deeper. They both realized simultaniously how long they'd wanted this. It felt...right. Chell held it for a few seconds before the pain in her stomach threatened to ruin the happist moment in her life. And it certainly was happy. Because for the first time in a long time, she had someone to love who loved her back. She smiled hopefully up at him and as usual he smiled back.

"You have the most infectious damn smile, you know that?" Chell giggled, feeling slightly self-conscious at looking like a head-over-heels school girl for a schizophrenic. A head-over-heels school girl that could rip out a grown man's intestines and feed it to him. Chell giggled even harder at that thought, and continued to until her stomach began to hurt again from laughter. Doug laughed too.

"What's so funny?"

"Oh, nothing."

"Bullshit. I know when you're lying."

Chell gave a sound that was almost like a mix between a laugh and a snort.

"Uh-huh. So when do i get out of this place and back where i belong, with a gun in my hands and the spleen of a Combine soldier in my teeth?"

Doug grinned.

"Ooh, brutal. Soon, maybe a few days."

"Plenty of time for us to talk about this new...development." Chell said, choosing her words carefully.

"If you could call it that, sure."

Chell laughed at that.

"What would you rather call it then?"

Doug chuckled.

"I dunno, i was never one for those touchy-feely movies that you're probably using as a guideline right now."

"Ha, oh really? I may not remember my childhood but i remember watching _9 Rota_, _Black Hawk Down_, _Full Metal Jacket_, face it, i'm a fighter."

"The Rebels certainly think so. They'd erect a statue of you if they could. And rightly so. You saved me too, you know."

"Only because YOU were to chickenshit to save yourself."

Doug burst into laughter, whiping a tear from his eye.

"Yeah, yeah. I'm a lover not a fighter."

"I can do BOTH."

"Somebody's FIESTY today."

"You'd hate to see me when i'm pissed."

"Oh, please. I could never hate to see you."

"D'awwww, isn't THAT sweet?"


	4. Chapter 4

**(AN: This chapter is kinda short, but eh. It's a good chapter and there's more character devolpment, so what's the problem?)**

Chell's recovery was fast, thanks to the Combine's salve. She was only stuck in the hospital bed for a few days, but at least she was happy. Doug was her quote-unquote "doctor", and even though laughter was not scientifically proven to be the best medicine, what with this new Combine stuff, it certainly helped. She had nary a nightmare, she guessed because she had in a way come to terms with her past, showing her true affection for Doug. Eh, who cares, the nightmares were gone, she was happy and safe for the first time in a while. Doug came to visit her every day, after his patrol shift guarding the hospital was over. On the last day of her hospital stay, Doug helped her climb out of bed and get dressed. She was still weak and probably not in any shape to be fighting, but she could move and shoot, if need be. Doug hoped it DIDN'T need to be, because in the shape she was in, if defense fell to her they would both probably die. Doug realized with a sudden thrill that dying with Chell could be the best thing he could hope for in this world, but the resistance needed them alive to fight the Combine and duty called.

"Oh hey, i forget to tell you something." Doug said.

"Good news or bad news?"

"How did you know it was news?"

Chell raised an eyebrow.

"Damn, you can read my thoughts can't you? I might as well not say it."

Chell raised the other eyebrow and rolled her eyes.

"Oh fine. You know that AK 74 you found? The one you pretty much brought back from the dead?"

Chell's eyes widened slightly, and nodded.

"Well, i saved it for you. It's in that locker right there."

"OH MY GOD DOUG THANK YOU I'VE MISSED THAT THING!"

Chell ran over to the locker and pulled out her OTHER true love, an AKS 74 she found in a sewer one day. It was in bad shape when she found it, but using parts from the gun store in town that somehow hadn't collapsed she nursed it back to health and cleaned it. It's blued steel gleamed at her and she squealed, pulling it from the rack in the locker. She racked the bolt back with a satisfying _clunk_ and released it with a confirming _ching_ sound, loading the ever so deadly 5.45x39 mm round into the chamber, and a lopsided smirk appeared on Chell's face. Doug watched her go through the rounds of tending to her beloved weapon, and realized that weapon must be to her the same way the Portal gun was. She told him stories about how in one chamber it broke and she had to go through the whole gun to find the broken part and fix it. The portal gun was her lifeline, she loved it. She cared for it, and at one point cleaned it when she found water that wasn't toxic to clean it with. That AK was the same thing. She would break it down and clean it even when it was perfectly clean. _She sure loves her guns, doesn't she?_ Confirming that Chell could pretty much read thoughts, she turned her attention from her beloved killing machine and turned around, quirking an eyebrow at Doug.

"What, jealous? Well relax, i love you more than i could ever love this thing. You can only love an object so much, and even then the only way it can show it's affection is by direct result of your affection, it never fails. People on the other hand," Chell said, placing the gun down on her bed, and wrapping her arms around Doug, looking up at him. "can show their affection with KISSING." She said planting a quick kiss on Doug's lips. Doug grinned at her.

"I knew you could read thoughts."

"And i knew you were jealous of a gun."

"But it's SUCH A PRETTY GUN!"

"That's because i cleaned it, dear."

"Uh-huh. Ready to go? I can read thoughts too, and heres what you're thinking: 'CAN I SHOOT THE GUN NOW CAN I CAN I OH PLEASE OH PLE-'"Doug was silenced by a light punch in the arm.

"Yes, i would like to shoot my gun now please. At Combine preferably, but i'll settle for some steel if need be."

"You have a twisted addiction to guns."

"And you love me for it. Now let's GO!"

And with that Chell was off, running down the corridors of the hospital, leaving Doug scrambling to catch up to her.


	5. Chapter 5

Chell speed-walked down the hallway, leaving Doug scrambling to keep up, until she poked her head around the corner and blushed.

"I, uh, don't know where to go."

"For as smart as you are, i'd have thought you thought of that."

"Oh, shut up. Now lead the way. I want to shoot something."

Doug quirked an eyebrow. Chell sighed.

"Fine. Please?"

"There, that's better. Come on, follow me."

Chell silently pumped her fist behind him, glad to be at least going to do something instead of being stuck in a bed all day. After a lot of twisting corridors and stairs they somehow ended up outside, and a rebel motioned Chell and Doug over to a range.

"Hey Doc, hey Chell, The range is all ready for you to tear up."

The range in question was a thin, but long range in the parking lot of the hospital. It had all sorts of targets, from Combine helmets, to some vaguely man-shaped steel cutouts, and up close there was some small hay bales.

"Oh hey, Doc, you should use the range too, you've been out of pratice tending to the hero over there." The rebel said, motioning at Chell. The rebel handed Doug a 9mm Beretta 92FS, and 3 15 round magazines.

"Have fun. Oh, and Chell? Theres some grenades in that crate right there. I know how much you love using those." The rebel said, laughing lightly.

"Thanks Rick. I'll call you over if i need anything, okay?"

"Not a problem Ma'am. Have fun you two." Rick said, winking as he left.

"Good guy. You saved him too."

"Good to know. Anyone ELSE i didn't save?"

"Hm. Good question believe it or not."

"Yeah, okay. You make me out to be some hero, but really i did it because my instincts didn't give me any other choice."

Chell sighed slightly as she loaded a mag into the AK, unfolded the stock and clicked it into place, shouldered the rifle and sighted the farthest target, which was also the smallest; a Combine helmet at 150 yards.

"I don't want to be a hero. I just want to be me."

"And YOU are a relentless killing machine. You've got talent."

Chell squeezed off a shot at the target and it struck the helmet with a resounding _PING!_ sound, reverberating off the walls of the hospital back down the range to them.

"See? You hit a head sized target at 150 yards using iron sights. How the fuck do you DO that?"

"It just...comes naturally."

"No shit. You're going to be seen as a hero, that's how it works. You hear about that Freeman fellow, out at City 17, in Eastern Europe? That guy was an MIT graduate that was at GROUND ZERO of the Black Mesa Incident. He was one of only a few people that got out of Black Mesa. He was a normal guy, an egghead, like me. He's now the poster boy of the rebellion and also it's hero. If we win this war there will be STATUES of that guy. How do you think he feels? I highly doubt he wanted all this attention. You keep this up and the same will happen to you. You'll be on the New World Council. You'll be a leader Chell. You're going to have to come to terms with that."

Chell, all the meanwhile, had been randomly shooting the most distant targets and, now, with an empty magazine and no bullets to drown out Doug's logic, layed her rifle down and sighed, squeezing the bridge of her nose and closing her eyes.

"God dammit Doug. I just... i want to be away from all this SHIT. Out of the frying pan, right back into another fucking frying pan, but this one is HOTTER. I can't get away from this. I think every day, what would have happened if there was no Aperture? Would i have been NORMAL? Or would i be the same stone cold motherfucker i am now? I'll never have a chance at a normal life. The happiest i've ever been is with you. And don't get me wrong, i do love you but..."

"But i'm a schizophrenic that holds the highest regard to a metal cube with pink hearts on it, i know."

"Yeah. And i wonder too, if it weren't for Aperture, would i ever have met you? No, i wouldn't have. And i wonder, am i settling? Or had there not been Aperture, would i have had to settle out there? I may be able to rip a man's intestines out, but i still have normal girl problems." Chell laughed at that and Doug looked over at her, hopefully.

"We'll work this out. Once the Combine are gone, maybe we still have a shot at that normal life."

"I hope so Doug. I really hope so."


	6. Chapter 6

After Doug and Chell expended all the ammunition and in Chell's case, all the explosives they could, they headed back inside but not before dropping by to see Rick to give back Doug's 92FS.

"No man, keep it. You might need it sometime. Besides," Rick said, patting his oversized pistol that was sagging his pants slightly. "I have this baby. Desert Eagle. Chambered in .44 magnum. WAY easier to find than the .50 AE that it's normally chambered in."

"Oh come on Rick. Compensating for something are we? That's almost bigger than Doug's di-"

Doug clamped his hand over Chell's mouth and started to drag her away.

"OKSHUTUPLET'SLEAVENOWSORRYRICKWEHAVETOGO!"

Doug rushed off with Chell, blushing heavily, a satisfyed smirk on Chell's face.

"Why on Earth did you say that?"

"Oh come on. It made you feel manly and you know it."

"Well...NO! No way! You're reading my mind again arn't you?"

Chell laughed deeply, clearly amused by Doug's embarresment.

"Doug, you get any cuter you're going to break my stiches. Pun not intended."

"I'm glad at least one of us find this hilarious."

"Oh calm down would you? I thought you liked jokes. You sure act like it whenever your dick isn't involved. What's the matter? Self-concious?" Chell smirked again at the look on Doug's face.

"Oh whatever. Arguing with you is impossible."

"I spent 2 years with an AI that was pretty much an advanced sarcasm generator. I learned from the best."

"Whatever. I'm beat, haven't eaten anything today. Let's get something in the chow hall."

Over the din of the extraordinarily loud rebels, they grabbed a tray of what had to be the most unappealing slop they had ever seen. It was gray, literally gray, with big mystery chunks in it.

"What is this, the high school lunch line? This looks digusting! I could make something better!"

And that was how Doug and Chell got into the kitchen and whipped up something at least somewhat respectable, venison noodle soup. There was a few cartons of somehow still good chicken broth in the fridge and a few slightly stale packages of noodles in the hospital pantry, as well as some venison from a deer a rebel had shot on the way here. Chell dipped a spoon into the soup and brought it to her lips. _Why does this taste so damn GOOD?_ Doug was thinking basically the same thing. They high-fived each other and walked out into the cafeteria with two big cauldrons of the soup, and set it down on a table with a deep thunk.

"HEY! MORONS! QUIT WHATEVER YOU'RE DOING AND LISTEN UP! _**SHUT UP BEFORE I CHANGE MY MIND AND TAKE BACK THE ONLY GOOD FOOD WITHIN 500 MILES BACK TO THE KITCHEN AND HOARD IT TO MYSELF!**_"__Chell screamed to the masses of loud rebels in the room. They feel silent, turning around to see what was disturbing what must have been the most exciting arm wrestling match ever.

"Alright. Good. Now. Food. GOOD food."

It was all it took to start a stamepede, and Chell had to scream again.

"_**SHUT THE FUCK UP AND FORM AN ORDERLY FUCKING LINE!**_"

The rebels stopped, and grumbled as they began to form a single file line, looks of embarressment crossing the faces of some, irritation of others.

"You scare me sometimes." Doug said.

"I try." Chell said with a wink.

The rebels passed through, each getting a bowl of the soup, draining both cauldrons in no time. There was just enough for Chell and Doug to squeeze out a bowl for themselves. After wolfing down that suprisingly good soup, Chell took it upon herself to walk around, making sure everyone liked her soup as much as she did. To make things a little more interesting, each time she asked if they liked it, she rested a hand on the USP on her hip, and made it noticable. The look of fear that was by no means hidden on there faces was priceless, and they always responded with a weak "I loved it." And Chell would respond cheerily with a "Good!" and leave.

"You have problems, you know that?"

"So do you."

"I'm not a sociopath though."

"But you're a psychopath."

Doug just looked at her. Chell stifled a laugh.

"If you were anyone else..."

"What, is that supposed to scare me?"

Doug laughed/sighed.

"...Yes."

Chell laughed with a resounding "HA!" and sauntered off, with a satisfyed sway to her hips.


	7. Chapter 7

"Chell. Chell. Chell! CHELL!"

Chell rolled over, gave a snort, and lightly cracked open one eye to meet the amused face of Doug looking down at her(formally) sleeping form.

"What is is Doug?" Chell said, slightly irratated.

"We're up for a raid. Come on, get up."

Chell glanced over at the clock at her bedside and gawked.

"At THREE IN THE MORNING? They couldn't give us any notice or anything?"

"Shit happens. Come on Chell, you need to get dressed."

Chell sat up and grumbled about getting up at this ungodly hour and got changed out of her sleeping clothes and put on her combat "uniform", the word uniform being used very lightly. Really it was simple, blue or green upper and jeans, in addition to any gear the soldier in question used. For Chell, that meant a blue tanktop over her Aperture one(she mended the hole in it, she still loved that thing), a small M56 belt that held two holsters, one for a .357 Magnum on one hip, a MP7 on the other, a small sheath for a KA-BAR Marine combat knife, a pouch that held an M40 gas mask, and six 5.45 mag pouches. She also had a set of kneepads for any urban acrobatics she often did. She wore a set of US issue combat boots given to her by the same resistance member who gave her the KA-BAR and the mask. He said he was former HECU, there when Black Mesa happened. He was getting old, and said that his things should go to someone who would use them.

"Not to mention that everyone should carry a melee weapon. Damn, i remember Black Mesa. Before i recovered that knife right there," He had said, gestering to the KA-BAR. "I used a socket wrench. That thing saved my ass more than i can count. If not for that thing, i would be shambling around with a headcrab stuck on my head right now."

She owed the man, but she hadn't seen him since the Combine attack... Doug's entrance into her room shook her from her thoughts and she turned her bloodshot eyes over to him.

"All ready?"

"As ready as i can get without a shower. Or food."

"Perfect. Come on, they're waiting for us."

Doug lightly jogged down the corridors and Chell followed him, still not 100% up to date on the hospital's layout. They exited the building into the parking lot, and the Rebel Commander was standing around a group of rebel's, no doubt filling them in on the details of the raid.

"Ah, the woman of the hour! You look tired, Chell. You up for this?"

"Oh, please. Besides, who's going to pull your asses out of the fight when you can't take it if i don't go?" Chell taunted. Everyone lightly chuckled, and turned their attention back to the map on a board.

"Alright, holed up in this apartment here there is a Combine Command and Control center. Taking this out, and taking control of it would give us swaths of info on Combine outlets and other operations centers. Chell, you take Squad One and move through the sewers into the base of the building here. Doug, you're attached to Squad One as a medic. Jake, you and Lorenda take Squad Two, and insert though the top of the building, using the standard bridge kit. You'll have to break it up over all of you, to make it work. You insert into this building here, and get to the 9th floor. But be careful, the building is not entirely structurally sound. Everyone understand?" Everyone nodded and mumbled their responces. "Good. Chell, Jake, Lorenda, you all have your orders. Move out."

"Come on Doug. SQUAD ONE, LISTEN UP! My orders are pretty simple, stick close, stay frosty, and stay QUIET. Everyone got that? Good, then just follow me and this will be simpler than guard duty. Oh, and when we get into the sewers? Complain about the smell and i will shove you into the muck MYSELF."

"YES MA'AM!"

"Alright, let's go. Don't keep pace and i leave you behind."

They started to jog in the direction of the hastely constructed defensive fence-gate.

"You're too hard on them." Doug said to Chell.

"Yeah, well you're too EASY on them."

"Chell, they've all already been through hell with the Combine as is. They don't need conditioning."

"If they get lax, they get killed Doug. I have to play the hard mother; harden them up for when it counts. You can be the good cop. I'll be the bad cop."

"Look, i just think you should be a bit nicer. Even the hard mother loves her children, it's why she's hard on them in the first place."

"Look, i get what you're saying, but i don't really KNOW who they are. Maybe they LIKE being yelled at, i have no idea. It's mostly because i'm either with you, sleeping, reading, or something else that doesn't require social contact. After Aperture i can't...talk to people. I'm...I'm still afraid they'll hurt me. Wheatley did it. GLaDOS did it twice. The only friend i had down there was...you. And i didn't know you then, the only indication you were even there was the murals you left and the arrows pointing me in the right direction. And besides, even if i mustered up the courage to talk to someone besides you, the conversation would track to our lives and, well, the only life i know is Aperture, and nobody would believe any of that. I could lie but i'm terrible at lying, you know that."

"I know, I'm...sorry i dragged you into all that. You didn't deserve it. But at least i get to be with you. You were, and still are, mind you, my Angel. You saved me. Not to mention you are as beautiful as an one."

Chell blushed slightly and cracked a small smile. By that point they had made it deep into the city, tall buildings flanking them on every side, sky scrapers crumbling around them and the ruins of derelict buildings crowding the streets, forcing very narrow choke points that Chell did not like at all.

"I don't like this area. Let's go another way. Might take longer but we need to be alive to hit that command center and better late than never."

They turned into an alleyway the linked to a parallel street and walked, weapons sweeping every inch of space around them.

And it was all viewed from the blue tinted sight of a mounted Combine Energy Rifle.


	8. Chapter 8

The team pressed on, oblivious to the glowing eyes of the Combine soldiers watching them. Except...these eyes were different. Instead of the dual blue eyes, there was a single, bright red eye in the center. The soldiers were wearing all white. These were no CPs, nor standard Combine infantry. These were the Combine elites, their insignia the Combine symbol, a cracked skull in the center. They carried the standard Combine pulse rifles. These rifles on their own were special. They weighed about 15 pounds, and fired an unknown round, at least, unknown to the rebellion. The giant drum magazine on the side held 3 30 round storage clips, of which an exposed hammer struck the "firing pin" on the back, releasing a bolt of dark energy. It moved so fast that the dark matter that the bullets were supposedly made of didn't even have time to explode when it hit normal matter...until it hit the target. There it detonated, leaving a chunk missing from whatever poor bastard had the misfortune to be hit by it. Chell had been hit by one, a long time ago. She still had a sizable scar from it on her left side, which had become a sort of a danger indicator, if that made sense. She could tell trouble was by when it started to ache. It reminded her of _Saving Private Ryan_, where when the Captain's hand stopped shaking combat was about to happen. That scar she rubbed now, a slight groan escaping her lips.

"What's wrong Chell? Chell?"

"Everyone stop!"

The patrol halted immediately, and Chell motioned to duck into the nearest building...which was teeming with Combine. The Combine's orders were to not be seen, only report the anticitizen's progress to the target building. They...didn't prepare for this. So when Chell walked through the door, her MP7 at the ready, and spotted the glowing eye of the Combine elite solider, both of them shat a brick. Chell's pupils dialated, a memory flashing before her eyes. _Flash of a red optic._ _"I see you..." Explosive cracks. Searing pain. Hands coming up crimson. A slight chuckle barely audible over the speakers. Legs weak. Fall to knees. Collapse on ground. Breath ragged. Vision fading. Color disappearing. _Chell fell to her knees, clutching her forehead, eyes squeezed shut, as tears slowly dripped down her cheeks. Doug crouched next to her as rebels ran by, working their way upstairs.

"Chell? What's wrong?"

"It's...It's nothing. Come on, we have things to do."

Chell stood up, scooping up her MP7 and started to run up the stairs, Doug right behind her, his MP5 drawn. They stopped at the third floor, as pulse rifle fire tore into the wall behind them. Chell took cover behind the wall adjacent to the stairs and primed a grenade. Chell waited until the grenade began to beep more rapidly and tossed it up over the bannister. A heavily synthesized voice screamed "_GRENADE! GET DOWN!" _Followed by the loud detonation of the grenade, and more synthesized screams rang out shortly after. Chell rounded the corner, and turned right into a crimson red corridor. _It looked better when it was blue..._ Chell sidestepped various dead Combine, and said Combine's missing limbs. Even Chell grimaced at this. _Nobody deserves to die like that. Not even the Combine. Oh well, it was them or us. And i'd MUCH perfer it if it were them._ Still, Chell went around putting mercy bullets in their heads, stooping down only once to pick up an AR2...wait. This wasn't an AR2. Chell looked at the inscription on the side. AR3? _Never heard of it_. She hoisted it up, wishing these damn things were'nt so heavy.

"Hey, Doug?"

"Yeah?"

"Come here a sec, would you?"

"Sure."

Chell handed him the rifle, pointing out the odd inscription.

"What the hell is an AR3?"

"I'm not sure, but i do know there was a radio operator over in Eastern Europe somewhere that wouldn't shut UP about AR3s."

"We have connection all the way to Eastern Europe?"

Doug merely shrugged, putting the rifle back down on the ground.

"Whatever, there are more levels to clear, let's go."

"We need to finish up here...Team 2 is going to flip shit if we're not there in time."

"Well then come on."

They moved together to the stairs, Chell pausing only to flip down the MP7's front grip and extend the stock to fit her shoulder. She rounded the stair case, and almost stepped over the body of a rebel. He looked to still be breathing.

"Doug, take care of him will you, i've got the attack."

"Alright then. Come on man, let's get you downstairs." Doug hoisted the man over his shoulder and carried him downstairs. Chell gripped her MP7 tightly, moving slower now. She got to the next level and was about to enter a doorway when a Combine Elite jumped out and swung his rifle at her.


	9. Chapter 9

Chell immediately dropped her MP7 with one hand, ducked under the rifle butt, and unsheathed her KA-BAR with the other, and tackled the soldier. She raised the knife up high, to bring it down into his throat, but the soldier grabbed her arm and attempted to fight over the knife. They wrestled over the weapon for a good 30 seconds before Chell kneed him in the gut and took the opertunity to stab the knife up under the soldier's neck. He gurgled as blood spurted up from the wound and Chell continued to stab in every lethal place she knew, until she was thoroughly covered in blood and the soldier was thoroughly dead. She picked up her MP7 and stood up, gettting the feeling that something was wrong, very wrong, but she couldn't put her finger on it. She continued into the room, shaking her head clear, when two Combine soldiers rounded the corner. Chell dropped to her stomach, letting off bursts of fire into the torsos of one of the soldiers. The grip of the other soldier on his weapon tightened, so when he was shot, reflexes caused him to pull the trigger on his AR2(3?) and Chell rolled over as dark matter rounds slammed into the floor her body had just inhabited. She breathed a sigh of relief and stood up, thumbing the mag release and let the nearly empty mag fall to the floor, while she dug up a full mag from a dump pouch at her side, and slapped it into the grip, pulling back the charging handle just behind the receiver with a thick _CLICK CLACK_ sound. Silence once again fell around her and with a shock she realized just what exactly was wrong. _Where's the gunfire?_ She looked around her and realized another thing. Sparkling blue and white monitors surrounded her, quickly listing information and a mind boggling speed. A holographic table in the center of the room displayed a 3D model of the city. _I'm in...I'm in a Command and Control center. But...what? Wasn't that supposed to be... Oh god. The target building was supposed to be a trap. To lure us in. But why would- Me and Doug. We...know things. About Aperture... We need to leave. _First though, she had to confirm something. She rushed up stairs, MP7 stock tucked in and front grip folded up, one handing it with her left hand and her .357 in the other. A soldier saw her, but before he could open fire a .357 Magnum slug came to be lodged in his cranial cavity, blood rushing out the new hole in his skull as the round tore through mounds of brain tissue, destroying arteries on the way in. He fell, a pool of blood soaking into his stark white uniform, giving it an interesting red accent. Another soldier rushed out to his dead brother and ran straight into a thunderstorm of 4.6x30mm fire from Chell's MP7, bullets tearing into him, his body armor stopping some of the rounds but one by one more and more bullets found chinks they flew into, cutting into the slightly thicker skin of a modified Combine soldier like it was hot butter. He fell on top of the other soldier as the pooling crimson mixed with the others and created a whirlpool effect. Chell dropped the MP7, the magazine now empty, and clasped her other hand over the .357 for better stability. She strode through the door, flawlessly putting 3 bullets into 3 Combine brains in less than 3 seconds. A camera in the corner flashed yellow but Chell quickly put another round into that and it's brother next to it before it could snap a photo. She swung out the pistols revolving chamber and emptied it of shells, ducking a hand into her dump pouch and retreiving a speed loader, which she stuck into the revolver and pushed the spring in, reloading the weapon with 6 fresh shells, and she swung the revolver back into the chamber, spinning it lightly as it clicked into place. She looked down at the ground and her jaw dropped open. _These poor bastards..._ On the ground in front of her, was her entire team. All of them pouring blood from massive hole in their bodies, as blood mixed with dirt on the floorboards in some twisted alchemy experiment from Hell. _I should have done worse to you Combine motherfuckers._ And that wish was about to be granted she thought, as the distinctive sound of two Combine radios made it's way down the stairs, and she ducked behind the doorway, holstering her pistol and unsheathing her KA-BAR. She waited until both the soldiers entered the room until she took action. She jumped out, stabbing one soldier in the leg, pushing herself off from him to the next, stabbing him up under his chest armor plate, flinging him away, and rushing back to the other soldier to rip off his mask and stab him right between his eyes. She stood, panting heavily with rage and despair. _Why did it have to be me? Why can't i just live a happy, peaceful life?_

"WHY DID YOU MOTHERFUCKERS HAVE TO RUIN EVERYTHING? I JUST WANTED TO BE HAPPY! CAN'T I HAVE THAT?" She screamed at nobody in particular, maybe the dead Combine on the floor, their blood now mixing with rebel blood, or to say REAL human blood, on the dirty floor. Maybe she screamed at the Combine as a whole. She didn't know. What she did know was that they would pay. For what they did to these poor rebels. For what they did to Doug. For what they did to her.


	10. Chapter 10

Chell slowly made her way downstairs, where Doug was sitting slumped against the wall, the Rebel laying down next to him. Chell made her way over to him and leaned against the wall, slowly falling down to a sitting position and sighed. Doug was pinching the bridge of his nose and he had his eyes closed. Chell's eyes looked distant, shell-shocked almost.

"Well?" Doug said quietly, breaking the silence.

"All dead." Chell responded, choking on her words.

"Fuck." Doug whispered to himself, but Chell still heard him.

"No kidding. What about him?" Chell motioned to the Rebel lying on the ground.

"He's fine. Took a grazing hit."

"Well that's some good news at least. OH FUCK!" Chell said, with a sudden realization.

"WHAT?"

"TEAM 2! I've got to warn them!"

"Warn them about what?"

"THIS is the Command center, the target building is a trap!"

"Oh shit..."

Chell ducked her hand into her pack, extracting a short band radio, and clicked the PTT button.

"Tango one actual to Tango two actual, over!"

"Tango one actual this is Tango two actual, send traffic." A hard female voice responded.

"DO NOT ENTER THE TARGET BUILDING! It's a set-up! A trap! Come to grid..."

Chell quickly pulled out her map and referenced it.

"Come to grid Zulu Romeo Niner. That's where we're holed up. We have wounded and men down. Copy?"

"Copy that, we're Oscar Mike. Out."

Chell clicked off the radio and slumped down even further.

"Nobody told me we were using military lingo now."

Chell chuckled a bit but it died off.

"Yeah, Hokanson thought it was a good idea. Held a class on it. You didn't see it?"

"Chell, i'm a medic."

"Everyone was supposed to go."

"Oh whatever, since when were you a choir girl?"

"Heh, NEVER."

An uncomfortable silence fell between them, until Doug finally spoke up, quietly.

"You know what this all reminds me of?"

"Hm?"

"It reminds me of...my dad. He used to come home after all night at the bar and...and abuse us. My mom and i. They eventually divorced and i left with my mother, but i still have the scars. He used to make me take off my shirt and he would beat me with a belt. I..."

Doug choked on his words and began to cry, a gloved hand covering his face. Chell sat up a little and wrapped an arm around him and stroked his shoulder, eyes filled with sadness and with her other hand, she angled his face towards hers and she looked at him with sympathy. She hugged him and he clutched at her back, sobbing into her shoulder, his tears dripping onto Chell's exposed shoulder and down into her tanktop. Chell stroked a hand through his hair, cooing him and quietly whispering "It's okay...". Chell began to lose it too, tears slowly dripping from her eyes and down her cheeks. She cried for Doug, for the rebellion, for her parents, for humanity, for herself. The floodgates opened and they sat there, crying in each others shoulders for a time they didn't care to keep track of. Not like it mattered. Both of the faces surfaced amidst the cloth and skin of each other's shoulders, faces tear-streaked, eyes bright red, noses sniffling. They looked at each other and slowly smilles spread across their faces, until they were grinning ear to ear and began to laugh. It started quietly, a slow, distant rumbling, until the both of them were laughing hysterically. It slowly died off and they looked at each other again, grins on their faces and happiness and a sense of belonging in their souls. They looked each other up and down, Chell observing the deep, brilliant marbles that were Doug's eyes, one golden, the other a deep blue, she tracked down to his somewhat rugged yet fitting beard, down to his calloused hands that held her smooth, still young ones. Doug eyed her flicking ponytail, her deep blue-gray eyes, her smooth cheeks, her deep lips, her slender neck, her perfect hips... They looked each other in the eyes and slowly their eyes closed, their lips connected and they both felt a spark go down their spines, spreading throughout their bodies, through their legs and arms, into their fingertips and toes, slowly filling every part of them. They were in a world of bliss, gleeful bliss, their lips slowly shifting under the feel of the others, the heads slowly moving, hands randomly groping the others' hair. After what seemed like an eternity their lips parted, their eyes slowly opened and they eyed each again, but this time in a whole new light.  
>"I love you so much..."<p>

"Oh, THAT'S why we were making out? I had no idea."

Doug laughed heartily, chest and back heaving and he doubled over, shaking uncontrolably.

"I guess it explains a lot doesn't it?" Doug responded back in kind, and they both cracked a grin.

A crunching outside the doorway drew them from their moment of love and they snapped their eyes to the entrance.

"What are you two lovebirds DOING?"


	11. Chapter 11

"What does it LOOK like Lorenda?" Chell said, flashing a nervous smile. "We're loving each other. What are YOU doing?"

"What does it's look like I'M doing?" Lorenda responded in kind with a smug smile.

"Oh shoosh, you." Chell said standing up and helping Doug to his feet.

"So what did you call us here for anyways?" Lorenda said, impatient.

"I'll show you. Come on, follow me. Have Jake help out Doug with that Rebel there."

"JAKE! Help out Mr. Rattmann, will you?"

"You got it boss. Alright Doug, what's the..."

Jake's voice faded out as they ran upstairs, sweat streaking down their already sweat slicked skin. Light reflected off Lorenda's mocha skin as well as Chell's peachy counterpart and actually gave off beams, flickering onto the walls. They reached the 3rd floor and Chell lead Lorenda into the room where she made her heart-stopping discovery and threw her hands up, beckoning to the room itself, as if to say _Tell me what you see_. Lorenda's hand found it's way to her face and it slid down it, as is to wake her up from a dream.

"I just...i don't understand. This was...this was some seriously bad intel."

"The Combine WANTED us to think that apartment was our target. It's not the intel boy's fault. They saw a lead and took the bait. They just need to be WISER is all."

"Damn right they do. I'll smack their ass for this."

"You haven't even seen the worst part yet." Chell said, a dark undertone to her voice.

"I can't imagine much worse."

Chell grunted grimly and started to walk upstairs to her second least favorite place in the world. Aperture being the first. Instead of going into The Entrance to Hell(As she had dubbed it), she motioned Lorenda inside and stood outside the door. She saw Lorenda clamp her hand over her mouth and heard the sharp intake of breath as she saw the twisted human bodies sprawled out over the floor. Unlike Chell, Lorenda was much more sociable, and knew all these people, so she could imagine that it was much, much worse for Lorenda than it was for her. After what seemed like an eternity Lorenda exited the room, tears flooding down her face.

"We should..."Lorenda began to say, her voice cracking. This was the first time she had ever seen someone like Lorenda, possibly more stoic and strong than she was, be so emotional. She fell against the wall and covered her face with her hands, her shoulders quaking with silent tears. Chell sensed she needed someone right now, much like she had sensed Doug needed confort downstairs and embraced her, patting her back slowly as if to silently say _I understand, and it's going to be okay._ Lorenda retracted from the embrace after a few minutes, wiping tears from her eyes and taking deep breaths.

"We should probably go." Lorenda finally said, finding her voice after a few seconds.

"Let's."

Lorenda took one last look at her fallen comrades, as if to say goodbye, and turned around, walking downstairs, following Chell. They made their way back downstairs, and found Doug inside the third floor control room, leaning against a terminal. 

"What are you doing Doug?" Chell said, motioning at the terminal.

"Downloading the data on the hard drive. Might be some helpful stuff here."

"With what?"

"Modified flash drive. The Combine smartly uses a proprietary plug in their computers, so nobdy can just stick in a USB and go, so we recovered one of the data jacks they use and wired it to a USB port, then stuck the drive in it. Brilliant if you ask me."

"Makes sense. Finish up here, we need to leave."

"Almost done. But there is a TON of data on these things. Might take...about 5 minutes."

"Fair enough. While your doing that i'm going to make sure all the levels are cleared. Might be someone else waiting to hit us as we go."

Chell pulled out her AKS 74 and collapsed the stock to the side, slowly rubbing her fingers on the smooth wood of the hand guard. Doing this brought out a sort of internal peace, and she started back upstairs to make sure her...friends...were not hurt. Funny word to her, friends. She'd never really had a true friend, before Doug that is. She didn't think she needed them. She's glad she was wrong. She blew out a content sigh and set her mind to the task at hand.


	12. Chapter 12

**(AN: HAHAHAHA! No action this time around... but it's coming. Believe me it's coming. A lot more fluff in this chapter as well. Enjoy, if that's your thing.)**

Chell stepped back down the stairs after making sure the upper levels were clear; they were. They were alone in the building. Now the block itself...well, she couldn't be sure. Who knows what alarms the Combine had sent out before she killed them.

"Doug, we ready to go yet?"

"Yep, let's get the hell out of here."

"Alright. Come on Lorenda."

Chell reached out a hand to Lorenda who was slumped against the wall, her eyes looking dead. Lorenda clasped it and Chell pulled her to her feet. Chell takes a step, her thoughts wandering, but suddenly stops when a certain particular thought freezes her.

"Hey...Doug?"

"Yeah, what's up?"

"Did you, by any chance, manage to grab my Long Fall Boots before we pulled out?"

"No, why- uuuuuuuuuuoh."

"Well. Fuck. This might explain a few things."

"No kidding. Do you think-"

"Oh yes, i do think."

"What are we gonna do about it?"

"Look, we'll talk in private later, right now we need to get home."

"Right."

Chell and Doug descend the stairs to find Team 2 waiting for them in the lobby.

"Ready to pull out?" Jake says, standing up and dusting off his jeans.

"Yeah, let's go. Follow me."

Chell stepped outside into the sunlight, shielding her eyes from the thing she had been so ecstatic to see so many months ago when she first stepped outside that shed into a world worse than she could ever imagine. She signals to follow her and sprints to the other side of the street, to the alleyway where they first came from. Scanning to make sure nobody was watching them again, Chell lightly jogged to the end of the alley and peeked around the corner, pausing to take a pair of binoculars from a rebel and scanning rooftops and windows. Convinced they were alone - for the time being - Chell slipped out of the alley and stuck to the walls of the buildings, always making sure there was a solid surface behind her, and swiveled her AK, but more importantly, her eyes, around, just in case she missed something. Your life was not something to be lazy in protecting. Eventually they spotted the chain link perimeter of the hospital and slowed to a walking pace, much more relaxed. The rebel at the gate opened it up, giving a weird look and visibly counting the people that were coming in, a dejected look crossing his face when he finished. Chell looked at him with weary eyes and shook her head. The rebel nodded and lowered his head, taking off his beanie and holding over his heart. Chell's eyes lowered to the ground as she realized just how much she had fucked up. Her whole team had been killed because of a damn flashback. Lives had been lost because she couldn't get her shit together before she went into the field. She felt a hand rest on her shoulder and she turned her head around, to meet Doug's face. He could tell.

"Stop beating yourself up, it wasn't your fault."

"Yes it was Doug! They died because i'm not mentally safe!"

"For one, compared to me, yes you are, for two, they were supposed to be able to handle themselves without you."

"Yeah, but they couldn't, and it's my fault they died. I was supposed to watch over them. I failed."

"You were supposed to COMMAND them, not be their mother."

Chell dropped her head in defeat, having lost both her team AND her first argument against Doug. Doug stopped her and turned her around, pulling her into a tight hug.

"Chell. I don't think you're a failure. You're a strong, beautiful, smart, and to frank, awesome woman. You're beating yourself up for no reason. Part of being a battlefield leader is accepting the death of your subordinates as an eventuality."

"Where did you hear that Doug? I know you didn't think of that yourself."

"US Army field leader manual."

"Called it." Chell chuckled lightly before it died off, and she straigtened out her back and yawned, and she realized just how tired she was.

"Doug, i'm going to go sleep. We'll need to talk about those boots and what to do, alright?"

"Alright, fair enough. Sleep well."

"You get some sleep too. You were up before i was."

"Alright, alright. I thought i was the doctor."

Chell lightly elbowed him in the shoulder as she lead him inside.

"Hey, uh, Chell? I was thinking i could move my stuff into your room. You know, so we could be closer."

Chell laughed airly at his advance and turned her head towards his with a slight grin on her face.

"Of course Doug. Lemme help you out with that."

They spent about an hour moving all his stuff into Chell's room, not like there was much any one person had in the way of personal possesions. Doug was moving his mattress into the corner before Chell smacked him. Chell looked at him sternly and said:

"If you're going to live in her you are going to sleep right next to me, you hear?"

"Y-yes ma'am."

Chell smiled at his shyness and grabbed his cheek, shaking it a bit. Doug smacked her hand away and glared at her.

"Well come on then, get that mattress out of here. Mine's extra big, it'll fit you too."

"Oh come on, i JUST got this in here!"

"I'll help stupid. Now come on."

They moved his mattress out of the room and Chell quickly stripped down to her underwear and changed into her sleep clothes, a new tanktop and a pair of green sweat pants. Chell finished and looked up, noticing Doug was in the corner, staring at her.

"What, never seen a body like this?" She said teasingly, doing a quick twirl.

"Uh, um- I, uh...No..." Doug admitted, looking away and rubbing the back of his neck.

Chell chuckled, and got up real close to Doug, looking him deep in the eyes.

"Well guess what? It's all yours... To watch." And with that Chell pushed herself off of him and layed down on her bed, her shoulders shaking slightly with barely contained laughter at Doug's behalf. Doug rolled his eyes and grumbled something about women, before laying on the bed himself and pulling the sheets over him. Chell turned over to face Doug's backside and wrapped her arms around him lovingly yet defensively, a content sigh escaping her lips. Doug's eyes opened, but he realized who it was and closed his eyes again, a slight smile finding its way onto his face.

**Sorry it's been so long since i released a chapter. I've been going through a tough spot in my life right now, i discovered i have Post Traumatic Stress Disorder(Much like Chell has in this fic) from being bullied so many years in my life. I'm getting that worked out but i could not find the will to write anything. I'm going to be releasing a prologue chapter soon, that the story events will lead up to. **

**Anyways, Have a marginally nice day, it's probably better than i've had so far, **

**Razgriz**


	13. Update to The Rebels: Please Read

**Guys, just a quick update, i've been very busy lately with school, and have not had the time to write any chapters. I have gone through and fixed and updated a lot of grammatical errors and cleaned up the entire fic a bit. So you can go back and read that without your eyes bleeding. An update on what i'm planning, i'm planning on doing a prologue segment in a bit, to have something for the story to build up to. This is going to be a long fic, and i thank any and all that have stuck with it so far. I'm going to be taking the fic slower and steadier from now on, i hope that makes it more enjoyable and less rushed than it has been. This whole fic started as a way to kind of vent some frustrations, so in the beginning it's not so great. At some point i'm going to go back an re-write quite a lot of the fic, to make it better. A bit of an update out of my life, i've developed an addiction to Ace Combat again, those games were my friggin' childhood. I MIGHT even find a way to splice some aerial combat into the fic. I mean hell, half the combat so far has been inspired by either ArmA or Deus Ex: Human Revolution, so if that worked(Did it work? I'd like to hear back from ya'll) i can make that work too. Somehow. Anyways, i deeply apologize for no new content but i hope to get a chapter done soon this week.**

**Have a great day,**

**Razgriz**


	14. Prologue

**(AN: Turns out i would get done quicker than i expected. Not really much to do at 12 AM, is there? Anyways, enjoy.)**

"GLaDOS! GLaDOS GOD DAMMIT YOU LET ME IN! THEY'RE EVERYWHERE, PLEASE! THEY'RE COMING GLaDOS, AND NOT JUST FOR ME!"

"FUCK!" Chell screeched and banged on the steel door of the shed, seemingly isolated from the rest of the world in the middle of a wheat field.

"NO! Doug, i need those explosives!"

"The C4? We only have 3 blocks of it..."

"Just give it to me!"

Doug slid the pack off his shoulder onto the concrete and dipped his hand inside, extracting 3 blocks of Olive Drab colored plastic putty. He stuck a blast cap and a detonator into the top of all three and programmed them to a remote detonator. He handed all of the items to a flush-faced Chell who snatched the items out of his hand, and stuck them to the door of the shed. She grabbed Doug's hand and pulled him to the side of the shed, and Chell took the control in one hand, and pulled the trigger. Both of them were knocked in their faces by the resulting explosion. They both lay on the ground for a good 30 seconds, unable to hear anything but a high-pitched whine. They certainly had their bells rung. They slowly picked themselves up off the ground, and swung back around the wall to see the door had a massive hole in it but still held fast. Chell gripped the top of the door and slipped her feet inside, her torso and head following short after. She helped Doug through the hole and turned around to look inside the shed. The elevator they were standing in had a small control, a simple UP and DOWN command lighted up on a blue touchpad. The UP command was faded out, so Chell touched the DOWN command, the lift quickly descended. Chell looked over at Doug, who was panting and still holding his ears.

"Doug, you okay? Doug? DOUG! _**DOUG!**_" Chell screamed at him and finally attracted his attention, his head weakly turning towards her. He pointed at his ears and shook his head, conveying a simple message: _I can't hear a damn thing. _Doug had clearly had his bell rung too hard. This was going to make things difficult, if it didn't get better. The lift continued to glide smoothly downward, past empty, overgrown chambers. Chell tapped him on the shoulder and pointed to his MP9, holstered on his hip. He nodded and drew it, and Chell pulled out her AKS-74, checking to make sure it was loaded. They couldn't be too careful. They WERE going back into Aperture. The lift stopped suddenly, and the duo hopped off the elevator, and faced the giant mechanical construct that was GLaDOS.

"Oh, its you. AND the Ratman. Look at you two refusing to follow my orders. _Again._ I thought i told you to never come back. I thought all you wanted was to be away. And _oh look,_ you have weapons this time too. Back to finish me off? I wouldn't be surprised. Lunatic."

"Oh, shove it GLaDOS, you KNOW why we're here."

"Oh, but of course. Because you two were sloppy and lost Aperture equipment. And OH, it seems i was mistaken. You're just a dangerous lunatic."

"Would you shut up already? We came to help. Because even though i thought i was bad here, it's heaven compared to what's up there. And...I thought that after Old Aperture, that we were...friends." Chell said, almost embarrassed.

"Friends? You thought we were FRIENDS? I don't NEED friends. I don't WANT friends. All i need is SCIENCE. Which is getting interupted. Because you just had to come back when all i want is you to be gone." GLaDOS quipped back at her.

A loud explosion cut of their banter, rocking the entire facility. A short image flashed across Chell's eyes, a time blessedly gone, and she blinked away the slight headache that followed.

"Oh, what NOW?" GLaDOS asked to nobody in particular.

"I told you they would be coming GLaDOS. And the only way you're going to get rid of them is with my help."

"I've already told you, i don't need you." GLaDOS shot back.

An image was pulled up on a monitor on the wall. Chell walked over to it. A Strider had blown it's way into a test chamber that was too close to the surface, and white suited soliders roped down inside. Turrets descended from the ceiling, and opened fire on the troops. A soldier charged up his rifle, and a pure energy pellet knocked the turrets over on their ass, ricocheting around the chamber, knocking them down until 3 remained. These were quickly downed by pulse rifle fire tearing into their polymer casings, detonating them from the outside-in. Only 2 soldiers had been killed. 6 turrets had been destroyed.

"You see? You don't stand a chance. Oh, and a tip. They have rebreathers, neurotoxin will do you no good. Just like us." Chell said, pulling a M40 gas mask from a pouch at her side. GLaDOS sighed, her chassis drooping infinitesimally.

"Alright, you lunatic. What do you want?"

Chell grinned, knowing she had nailed her case.


	15. Chapter 13

**(AN: Man, it's been FOREVER since i've written a Rebels chapter. I've been so tied up with my silly one-shots to focus on this, and a whole lot of other things going on in my life that i'd rather not get into. But i'm back now with a chapter! That sticks with the current part of the story line that we're at! Also, very, VERY lemon-y chapter ahead. Lots of teh secks. So uh, you can go ahead and skip it if you're not into that? I dunno. I seem to be addicted to writing NSFW stuff these days. Also, i'm changing the writing style from shitty to actually good now, so that's nice. Song is Afraid of Everyone by The National. I do not own Portal nor Afraid of Everyone. This is a long Author's Note. I think i'm gonna stop now.)**

She sprinted down the empty, never-ending hallway, her heel springs clicking against the floor as she willed her legs to move faster. She was gripped by a horrific fear, her mind in panic mode. She wasn't sure what she was running FROM, but she was absolutely terrified, and her only will was to get away, far away. Images of... Him...popped up all around her, jeering at her, yelling with rage at her frantic escape. Sweat poured down her face, her legs were weakening, her will faltering, her form slackening, her feet dragging, when suddenly she collapsed and he was right there in front of her and she was terrified and she couldn't move and he was so CLOSE and she couldn't think and- 

And he said one word.

"'Ello, luv."

She screamed, and the spike plate crashed into her from above.

She awoke with a shrill cry of terror, soaked in ice-cold sweat. She swung her eyes around the room and nearly jumped out of her skin at the roused form of Doug looking at her with extreme worry in his eye. She panted heavily and began to cry, dropping her head into his shoulder, shaking with fits of terror and strained breathing. He stroked her hair lightly, doing his best to comfort her after what was obviously a nightmare. Then an idea came to him, something that surprised even him. He began to sing.

_Then i'm radio and...then i'm television..._

_I'm afraid of everyone...I'm afriad of everyone..._

Chell picked her head up and looked at him, wiping a tear from her cheek. He locked eyes with her and continued.

_There the young blue bodies...With the old red violets..._

_I'm afraid of everyone...I'm afraid of everyone..._

Chell's mouth curved into a weak smile, her eyes softening, her fear fading.

_With my kind on my, shoulders i try...Not to hurt any...body i like..._

_But i don't have the drugs to sort... I don't have the drugs to sort, it out... sort it out..._

Doug began to hum softly, pitch wavering from high to low, paused, then repeated. He did this 2 more times and launched into the next verse.

_I defend my family...with my orange umbrella..._

_I'm afraid of everyone...I'm afraid of everyone..._

Doug didn't get to finish the next verse.

Chell launched herself on top of him, kissing him madly, cradling his jaw in her hand, as his arms entwined around her back. She removed her mouth, relocating it to his neck, kissing and lightly nibbling at him. She swung her leg over him, straddling his hips, continuing to move her mouth around his neck, not leaving an inch untouched. Her movements quick, she divulged him of his T-shirt, tossing it aside, leaving his bare chest open to her perusal. She threw her lips onto his chest, leaving tiny trails of saliva everywhere. God, she couldn't comprehend how long she had WANTED this. Doug whimpered slightly, reaching over to peel her tanktop off for her. She wasn't wearing a bra, so Doug cautiously reached a hand up and took one off her breasts in his hand, massaging it slightly. She pushed him onto his back, sliding off his shorts and underwear, leaving him completely naked. He pinched her nipple lightly, turning it in his fingers, watching as it hardened, while she bit back a groan, moving her gaze downward. Wow. She marveled at his size while he marveled at her shockingly perfect her breasts were. He cupped them in his large, calloused hands, running his fingers over her smooth flesh. She walked her long fingers downward slowly, then ran the back of her fingernails against his cock, his face twitching up, his body jumping slightly. She grinned, and gripped him at the base, pumping in slow, careful, light strokes. Doug whined quietly, looking her in the eyes, and kissing her again. She closed her eyes, still pumping, but her fingers slackened a bit, but he released her a second later and she continued with re-enforced vigor. Beads of precum rose up and slicked her hand, making her pumps smoother and faster. She grinned wider, more seductively as he moaned, and suddenly, she stopped.

He looked up in worry, but saw only the sight of her wriggling out of her panties and kicking them away, crawling forwards a few inches. She let her body lay flush with his, her hips a few inches ahead of his, and kissed him, before she slid backwards and let him enter her. Her lower lip disappeared beneath her teeth, her eyes drooped, her face flushed red. She was as beautiful as ever to Doug right now, her jet black hair clinging to her golden skin in sticky strands, a wild look in her eyes, her chest rising and falling, her breath hitching occasionally. She had stopped moving, overcome by the first wave of pleasure, so Doug took the initiative. He pulled out, and thrust back into her, eliciting a gasp and a sharp intake of breath, respectively. He repeated the motion, again and again, thrusting with increased speed and vitality, and flipped her onto her back, reaching one hand to run his thumb over her clit, bringing her gasps to moans, while his other hand reached up to cup her breast and run his fingers over her nipple, rewarding him with a yelp of satisfaction.

"Ahhhh...Oh god Doug...Yes, don't stop, please... Keep going..."

She writhed beneath him, her legs wrapping around his waist and he slammed into her, her moans increasing as heat continued to build in her core. They were both in a never-ending fog, nothing but the other was visible, their flesh shining brightly like a beacon, and nothing else was in the world but them, nothing mattered, not the Combine, not Aperture, not the Resistance, nothing. Suddenly, the world around her exploded in a ball of fiery pleasure, her back arched, a cry erupted from her throat, and Doug followed just behind, his hips slapping against hers harder than before as he came deep within her, a moan crawling out of his throat accompaning his release inside of her. He collapsed ontop of her, his face flushed with excitement, and he slowly slid out of her, reaching to grab the sheets that had somehow flipped 5 feet away. He covered them up and kissed her on the neck from behind. Her only response was a tired smile that he couldn't see, but that he knew was there. Their eyes fluttered shut and they left the world of wakefulness. She didn't have anymore nightmares.


End file.
